Remuneration and performance

Section 1: Background statement

Statement from the chairman of the remuneration committee

Dear stakeholder

On behalf of the remuneration committee (the committee), I am pleased to present the 2024 remuneration report, which, in compliance with best practice reporting as recommended by the King IV^TM Report on Corporate Governance for South Africa, highlights:

• Key components of our remuneration policy
• Alignment of our remuneration policy with the Tiger Brands' business strategy and priorities
• Implementation of the policy for the year ended 30 September 2024 (FY24)

During the period under review, the company implemented a new operating model and appointed new business unit heads to effectively execute on the strategic priorities. The Tiger Brands executive leadership team have focused on initiatives to drive business performance, growth and innovation while proactively navigating very challenging market conditions. The strategic priorities that focused the organisation were:

• Reshape our portfolio of the future
• Rejuvenate our brands
• Restore cost leadership
• Turbocharge general trade
• Execute deliberate growth platforms

These priorities are supported by the following key enablers:

• Ignite our people
• A future-fit operating model
• Re-imagine innovation
• Next-gen digital capabilities

Our remuneration outcomes

Following the appointment of Tjaart Kruger as the chief executive officer in November 2023, the first half of FY24 was focused on reviewing the Tiger Brands operating model and structure with the intent of enabling simplified decision-making, more agile execution as close to the consumer as possible and ultimately a step change in business performance. Six (6) empowered business units accountable for profit and loss performance, each led by a managing director, were established: Milling and Baking, Grains, Culinary, Snacks, Treats and Beverages, Home, Personal Care & Baby and International. The managing directors report directly to the chief executive officer. This simplified the business structure by removing the layer of chief growth officers. Five of the six managing directors were internal appointments, indicating a stronger talent pipeline and succession bench. The business units are supported by enabling functions which are responsible for shaping group-wide standards, processes and guardrails that enable execution of the business strategy and growth agenda. The shared services centres execute finance and people transactional activities, leveraging technology and digital solutions to realise economies of scale.

The change in the operating model has enabled Tiger Brands to execute its strategy with more speed, agility and focus on the consumer despite continuing to operate in a pressurised consumer market, in the context of challenging economic conditions. The company experienced pressure on sales volumes and margins. However, as the operating model and structure settled down and economic pressures eased, the company delivered a stronger second half of the year, with visible signs of recovery reflected in the group's performance, also driven by the turnaround plan which is starting to bear fruit. As a result, the company exceeded the threshold group EBIT target, and as such, made a provision for payment to be made in terms of the short-term incentive (STI) scheme.

The performance value shares (PVS) awarded in December 2021 will vest on 3 December 2024 and 15 December 2024 respectively. For these awards, the HEPS stretch target was exceeded, resulting in a 200% vesting rate of this portion (50% of award). The achievement against the ROIC component exceeded target, resulting in a 85,81% vesting rate of this portion (50% of award). As a result, the overall vesting of the December 2021 award is at 142,91%.

As reported in the previous annual report, the board and Noel Doyle jointly agreed that Mr Doyle step down as chief executive officer. He vacated office on the appointment of the current chief executive officer and proceeded on garden leave until his service termination date of 31 March 2024. The terms of the separation were disclosed in the previous report and the payments made to him, are reflected in the remuneration tables here.

Policy enhancements

During the period under review, further enhancements were made to the remuneration strategy to improve alignment of critical business key performance indicators (KPIs) to measure and reward performance against our business strategy. As such, the remuneration committee approved the implementation of a revised short-term incentive (STI) scorecard that supports the achievement of key performance indicators. Compared to 2023, the weighting of financial targets was increased to stimulate a significant step change in business performance, however, the committee believes a balance was struck between financial, strategic and sustainability measures.

The committee approved, after consulting shareholders, the implementation of a deferred bonus share plan, where senior management may elect to defer a portion of their STI into deferred bonus shares, which will then be matched by the company on a one-for-one basis. Both the deferred bonus shares and the company matched shares will be classified as restricted shares, that vest after three years.

The committee also approved the inclusion of employees at grades A to CL in the short-term incentive scheme. All employees are now eligible to earn a short-term incentive based on performance under the rules of the STI scheme, except where wage agreements determine otherwise. This is a further step in our journey towards inspiring winning performance across all our teams and at all levels of the organisation.

Our environmental, social and governance (ESG) strategy continues to be executed across our operations and associated targets to drive and measure how the ESG performance have been established. To this end, the remuneration committee approved an ESG key performance indicator (KPI) – percentage reduction in carbon emissions – and associated target for inclusion in the FY24 short-term incentive scheme scorecard (see here FY24 group and business unit performance factors, and here executive directors performance scorecard FY24).

The committee noted and considered the amendments to the Companies Act, announced by the president in July 2024. Once the amendments come into effect, the company will report in accordance with the Act's provisions.

Shareholder voting outcomes

The remuneration committee maintains strong relationships with shareholders and strives towards high standards of disclosure of our remuneration approach to ensure that there is a clear understanding of our remuneration policy and the practices that have been adopted. The non-binding advisory votes by shareholders for the past four years are summarised as follows:

Voting history

The remuneration policy and the implementation report achieved the requisite threshold of 75% non-binding advisory approval. However, the special resolution relating to non-resident non-executive director fees did not achieve the requisite voting outcome at 65,37%. Tiger Brands is committed to continuous and robust shareholder engagement. To this end, key shareholders were engaged in response to voting outcomes. The outcomes of these engagements are addressed in the following section.

Shareholder engagement

The remuneration committee chairman, the chairman of the board, the lead independent non-executive director and investor relations conducted a series of engagements with key shareholders and the feedback is summarised below:

The remuneration committee is committed to shareholder engagement and to take the following steps, if 25% or more of total votes exercised by shareholders at the AGM are against the remuneration policy or implementation report:

• Tiger Brands seeks to actively engage with dissenting shareholders by inviting them to one-on-one meetings by issuing a SENS announcement requesting shareholders to appropriately engage on their specific concerns
• Tiger Brands considers the shareholder concerns and reports on the outcome of the engagements and measures taken, in its next integrated report

Key focus areas, objectives and actions for FY24

In FY24, the committee executed its duties in line with the approved annual work plan, which included the following activities:

• Reviewed and approved changes to the remuneration policy based on shareholder feedback and market developments
• Reviewed the outcome of the voting of the remuneration and implementation reports and deliberated on shareholder feedback to focus the response
• Ratified discretionary LTI awards related to the appointment of persons in senior management positions, where such awards are made in lieu of forfeited awards when they resign from a previous employer
• Approved STI payments and LTI allocations to executive and senior management
• Ratified group-wide business performance outcomes
• Approved executive director and Exco member remuneration packages on appointment
• Reviewed and approved STI audit report and recommendations
• Reviewed the rules of the share incentive scheme and benchmarked appropriateness of performance conditions and targets
• Approved the wage negotiation mandate for bargaining unit employees
• Approved the inclusion of employees at grades A to CL in the short-term incentive scheme
• Approved the salary increase mandate for employees on total remuneration packages (TRP)
• Approved the remuneration for executive directors and executive committee members
• Approved the STI and LTI performance conditions, targets and weightings in respect of FY25
• Recommended for approval to the board the non-executive directors' (NEDs) fee increases
• Evaluated the performance of the committee against its terms of reference
• Approved the remuneration implementation report as part of the annual financial statements
• Approved the remuneration policy and implementation report for inclusion in the integrated report
• Reviewed and approved the LTI vesting calculations
• Approved the CEO performance agreement
• Approved the extension of the contract term of the CEO for a further three years (up to December 2028). Further details are disclosed on here
• Approval of the policy allowing voluntary deferral of up to 50% of senior management's short-term incentive into restricted shares, which Tiger Brands will match on a one-to-one basis. Any shares issued in terms of the voluntary deferral will be committed to the MSR until such time that the MSR threshold is reached. This policy change will be implemented from FY24
• Minimum shareholder requirements: Approved the mandatory commitment to a minimum of 30% of vesting LTIs towards achieving each executive's minimum shareholding requirements

Key future focus areas of the committee for FY25

The focus areas are deliberately designed to ensure the committee remains abreast of the latest remuneration market trends and best practice, business needs, as well as our responsibilities to Tiger Brands' people, shareholders and communities to ensure that our remuneration practices enable and support the delivery of the business strategy.

Key focus areas in FY25 will include:

• Reviewing the STI integrated scorecard to align our people with business objectives, shareholder interests and ignite winning performance
• Benchmarking of the total reward of the executive committee, non-executive directors and senior management against the set comparator group of JSE-listed companies
• Consider market-aligned amendments to remuneration policy and mechanisms to drive retention
• In terms of our commitment to fair and responsible pay, a continuous review of our approach to monitor and address identified pay inequities during the annual salary review process, as well as during ongoing remuneration decision points
• Implement pay disclosures as regulated in relation to the Companies (first) Amendment Act (Act 16 of 2024) as promulgated on 30 July 2024 (date of implementation yet to be announced)
• Continue to review our reward mechanisms and practices with a view to introducing innovative reward strategies to:

External advice provided to the committee in FY24

We enlist the services of PwC South Africa for purposes of independent benchmarking, incentive scheme market practice, remuneration trends and survey data. As internal auditors, KPMG is engaged for the purposes of auditing of STI payments. As external auditors, Deloitte reviews and confirms incentive provisions and long-term incentive vesting calculations. The committee is satisfied that PwC, KPMG and Deloitte are independent and remain objective in providing the services.

Voting at AGM

As required by the King IV™ Code on Corporate Governance, the remuneration policy and implementation report that follow, will be tabled for separate non-binding advisory votes by shareholders at the upcoming AGM in February 2025. As required by the Companies Act, non-executive directors' fees for the coming year will be put to shareholders by way of a special resolution. We are committed to engaging with shareholders as required to discuss issues of concern and therefore, encourage shareholders to provide feedback.

Achievement of policy objectives

On behalf of the committee, I am satisfied that the remuneration policy is appropriate and I am confident that our remuneration policy has achieved the desired outcomes for FY24 and is aligned with the company's strategic goals and shareholder interests. The remuneration disclosures presented in this report have been made in compliance with the remuneration policy as approved by shareholders. No known deviations from the remuneration policy have been made in the current financial year.

Lucia Swartz

Chairman: Remuneration committee

4 December 2024

Section 2: Overview of remuneration policy

Remuneration governance

The membership of the Tiger Brands remuneration committee consists of a minimum of three non-executive directors, the majority of whom are independent. The CEO is a permanent invitee to all meetings and other executives attend the meetings by invitation.

The CEO and nominated invitees are not present when matters relating to their own remuneration are discussed. The group company secretary is the secretary of the committee.

The committee meets four times a year and, where necessary, additional meetings may be held. The role of the committee is to provide independent and objective assistance to the board in ensuring that Tiger Brands remunerates fairly, responsibly and transparently to promote the achievement of strategic objectives and positive performance outcomes in the short, medium and long term.

The role of the committee is to provide independent and objective assistance to the board in ensuring that Tiger Brands remunerates fairly, responsibly and transparently to promote the achievement of strategic objectives and positive performance outcomes in the short, medium and long term.

As documented in the remuneration committee terms of reference the duties and responsibilities of the committee are:

• Remuneration governance
• Executive and senior management remuneration and performance
• Non-executive director remuneration

The terms of reference are reviewed annually.

Fair and responsible remuneration

Tiger Brands is committed to a total reward offering built on a strong foundation of fair and responsible pay that is linked to our remuneration philosophy of pay for performance. Salaries are benchmarked once a year against the REM channel salary survey to ensure that remuneration decisions are fair and in line with market practice. We also follow a job grading methodology that is consistent and provides a fair and accurate job grade, which allows for proper salary benchmarking.

Our pay progression model strives to fairly reward employees based on performance and market positioning. It enables us to actively manage outlier compensation in a fair and responsible manner and to ensure that differentials that exist are justifiable.

Unjustifiable pay differentials are addressed during the annual reward review process, where we assess and adjust the salaries of unjustifiably underpaid employees, in line with the prevailing mandate. This salary adjustment is generally capped at a predetermined percentage to limit exorbitant increases. Specific focus is given to African, Coloured and female employees as well as employees in roles that are classified as scarce and critical skills.

In addition, we follow a systemic approach in day-to-day decision-making by ensuring individual pay and pay scales are matched to similar roles in the market and guidelines direct decision-makers to ensure that new appointments, promotions and other pay review opportunities are executed in accordance with our set standards and parameters. At every compensation review opportunity, we consider, report and interrogate pay differentials, seen through various lenses, including gender and race. At every compensation decision point, we ensure that these differentials, where they are unjustified, are addressed with a view to continuously narrow such gaps. After each company-wide pay review, these outcomes and trends are reported to the board for approval before implementation. As a result, income differentials have closed significantly since 2018, when dedicated and structured efforts started to be applied. To maintain the focus on fair and responsible pay, Tiger Brands will perform regular analyses of compensation differentials and close gaps accordingly.

Tiger Brands' remuneration strategy

The company's remuneration strategy is aligned to the Tiger Brands' people strategy, which is geared to enable the execution of the business strategy and accelerate business performance.

Our remuneration principles have been designed to support the execution of the people strategy and are premised on our belief that great people and superior brands are at the core of our success. Our reward framework is holistic, encompassing the financial elements of reward as well as non-financial aspects such as recognition, development, the work environment, culture and meaningful work.

The following are the key objectives of our remuneration policy:

• Strengthen our ability to competitively attract and retain talent to enable the execution of our strategy
• Drive Tiger Brands annual and long-term performance to enable the delivery of the business strategy
• Align Tiger Brands' people performance with shareholder interests
• Ensure that reward mechanisms are simple and provide line of sight to all employees
• Cement the foundation for fair, responsible and equitable pay that we have already built
• Motivate and stimulate high performance across Tiger Brands through competitive guaranteed pay, short and long-term incentives

We have summarised below the various remuneration elements (guaranteed package, short-term incentive and long-term incentive) that Tiger Brands offers at different levels of employment:

Guaranteed package (excluding bargaining unit employees)

Description

Guaranteed package (GP) offered to people on a total remuneration package basis (TRP) comprises base pay, allowances, retirement and medical benefits. It is reviewed annually based on personal performance against annually agreed KPIs in individual performance agreements (IPA), business performance, affordability, behaviours aligned with company values and market competitiveness (national and sector benchmarks).

Benchmarks

Benchmarking for executive directors is based on a comparator group of companies. The comparator group is determined using the closeness metric formula, which measures how similar a candidate company is to Tiger Brands and is based on:

• Total assets
• Turnover
• Earnings before interest, tax, depreciation and amortisation

Companies included in the comparator group comprise:

Short-term incentive (STI)

The primary intention of the STI is to drive business performance by focusing participants' attention on annual key financial, strategic, functional and personal performance objectives, which are aligned with the long-term business strategy for sustainable value creation. This drives high performance by explicitly creating line-of-sight by linking group, business unit and individual performance.

• All permanent employees on a guaranteed package are eligible to participate (other than employees in the bargaining unit who are eligible for a 13th cheque, governed under agreement with relevant unions)
• The STI is paid annually in cash to qualifying employees, employed by the organisation on the payment date
• The on-target percentage (as a percentage of guaranteed package) is benchmarked against the South African market to ensure market alignment. It is based on affordability and the STI payment is based on achieving defined objectives
• The STI outcomes are determined based on a multiple of the on-target STI, which comprises three performance factors, reflecting the three dimensions of performance that are expected from employees:

Payment of an STI is subject to the overriding condition that the group and business unit meets or exceeds the agreed entry threshold in respect of its earnings before interest and tax (EBIT).

Calculation

Predetermined weightings are applied to each of the performance factors ranging from 50% (threshold performance) to 200% (stretch performance). In respect of the individual performance factor, participants are rated on a rating scale ranging from one (poor performer) to five (exceptional performer).

Target and maximum

In FY25, the following ranges of STI awards will apply to the various categories of people covered by this report:

* Employees in the bargaining unit are eligible for a 13th cheque, governed under agreement with relevant unions and not included in the STI scheme

Group and business unit performance factors

The underlying values and weightings for each KPI are set and approved by the remuneration committee in advance of each year to determine parameters for the STI in the form of a balanced scorecard. The STI scorecard for 2025 is simplified so as to ensure sharper focus on key outcomes. Below is the group STI scorecard for FY25 that will be applied to the CEO, CFO, executive directors, executive committee members and other participants:

Note 1: The actual targets are not provided as they are linked to budget and considered commercially sensitive information.
Note 2: The targeted percentages for "threshold", "on-target" and "stretch" as set out above per key performance indicator represent the targeted percentage achievement of the underlying budgeted amounts.

The group, business unit and individual performance weightings applicable are detailed below:

Voluntary deferral into bonus shares

From FY24, senior management, executives and executive directors may elect to defer up to 50% of their earned STI into bonus shares, which will then be matched by the company on a one-for-one basis. Both the deferred bonus shares and the company matched shares will be classified as restricted shares, that vest after three years. Further details are presented later in this report.

Long-term incentive

Description

The LTI is aligned to our reward approach and operating model, taking into consideration the following principles:

• Strengthen our ability to competitively attract and retain top talent to enable the execution of our business strategy
• Align executive and senior management interests with those of our shareholders by driving metrics tied to company success
• Align Tiger Brands' leadership performance to our long-term strategy to promote sustainable growth and profitability Employees in Paterson grade D and above may be eligible to participate in the annual awards of the long-term incentive.

Employees in Paterson grade D and above may be eligible to participate in the annual awards of the long-term incentive.

The table below provides further details regarding the performance and restricted shares awarded under the long-term incentive plan:

¹ +4% for all allocations before December 2023
² +2% for all allocations before December 2023

Bespoke share plan for Tjaart Kruger (relating to current contact ending 31 December 2025)

Historical LTI information

As the performance conditions have not been met, the last tranche of the share appreciation rights (SARs) allocated in December 2018 has been forfeited in full. No SARs have been awarded since December 2018.

BEE shares

The following two schemes were established as part of the company's black empowerment strategy:

• Tiger Brands Black Managers Trust (BMT I)

• Thusani Trust

Dilution

In compliance with the JSE Listings Requirements, the LTIP contains limits setting out the aggregate maximum number of shares that may be settled to all participants as well as the aggregate maximum number of shares to be settled to any one participant. The LTIP rules provide that these limits are not applicable where shares acquired on the JSE are used to settle LTIP awards. Although it has been Tiger’s practice in the past to purchase shares off the market upon settlement of LTIP awards (which ensured that the LTIP did not result in an impact to shareholder value), it is to be noted that, during FY24, Tiger Consumer Brands Limited, a 100% subsidiary of Tiger Brands, acquired 1 104 486 Tiger Brands shares which, as at 30 September 2024, are held as treasury shares. These shares were specifically acquired for purposes of settling shares in terms of the LTIP. On purchase of the treasury shares, shareholder value was favourably impacted. The future utilisation of these shares to settle LTIP awards will, accordingly, result in a dilution to shareholder value.

On 30 September 2024, the aggregate number of shares that may be acquired by participants under the various schemes was 1 816 683 (2023: 2 200 673).

Minimum shareholding policy

We have a minimum shareholding policy, where senior executives are expected to build up their personal shareholding in the company over a specific period. In the case of the CEO, the target is 200% of guaranteed package while the target for executive directors and members of the executive committee is 100% of guaranteed package. Senior executives who were in service when the policy was adopted in 2016 had six years to build up their shareholding from date of adoption. Senior executives appointed after adoption have six years to build their shareholding from date of appointment. They may use any vesting LTIs or their own resources to acquire these shares.

In order to accelerate the progress towards achieving minimum shareholding, this policy was amended to compel a commitment of a minimum of 30% (thirty percent) of vested long-term incentives towards their shareholding, or such portion required to reach the minimum shareholding, should it be less than 30% below the requirement.

Exemption from compliance with the minimum shareholding requirements (MSR)

In the case of the MSR not being met, the board retains the overriding discretion to:

• Vary the minimum shareholding level or extend the determination date or reset the commencement of the build-up period for an individual executive or the executives as a whole. This will only be allowed to apply in exceptional circumstances considered as "business unusual".
• Determine that an executive has complied with the policy even if the number of shares held by an executive does not meet the minimum shareholding requirements. Such an exemption will only be allowed in exceptional circumstances where compliance will result in severe financial difficulty for an executive or prevent an executive from complying with an order of a court of law.
• The current CEO is on a fixed-term contract until 2028. As his tenure will be concluded before the end of the six-year MSR period by which a CEO is required to achieve a 200% MSR, Tjaart Kruger is not obligated to meet the MSR. It needs to be noted though, that, as a statement of intent and commitment to the success of the turnaround in the company, Tjaart purchased shares to the value of R5 million early on in his tenure as CEO.
• In accordance with a board decision in 2022, executives who were in service when the policy was adopted (in 2016) and who were unable to reach their minimum shareholding requirement, were granted a three-year extension to achieve the requirement.

Deferred bonus shares

An amendment approved and implemented effective in 2024, is the voluntary deferral of up to 50% of the short-term incentive earned by senior managers and executives, into restricted shares (deferred bonus shares). Such a deferral is matched by the company on a one-for-one basis, also in the form of restricted shares. These deferred bonus shares and company matched shares vest after three years. Should an employee's service end on a fault basis, they shall forfeit the company matched portion. Where executives are subject to a minimum shareholding requirement (MSR) and they have not yet achieved the required MSR, these deferred bonus shares and company matched shares will be taken into account as part of their shareholding in Tiger Brands for MSR purposes. Any shares settled upon vesting of the deferred bonus and company matching shares will automatically be committed to the MSR of the executive and held in a restricted account until expiry of the holding period.

Malus and clawback

The preventative aim of this policy is to remove the incentive for an executive to intentionally manipulate financial results or financial position or organisational information with the intention of financially benefiting from variable remuneration which would otherwise not have been due to such executive. These provisions align the interests of executives with the long-term interests of the organisation as well as shareholders to ensure that irresponsible behaviour is not rewarded.

With respect to malus, if the remuneration committee, in consultation with the board and/or any committee of the board, believes that a trigger event has occurred, it has full discretion to reduce, in part or whole, unvested variable remuneration (i.e. STIs and LTIs) before the end of the vesting or payment period. In the case of clawback, the remuneration committee, in consultation with the board and/or any committee of the board, may implement clawback for the whole or portion of vested variable remuneration in the event of a trigger event occurring over a period of three years from the date on which payment was made of such vested variable remuneration. Trigger events include, but are not limited to:

• Material misstatement of financial results
• Misconduct, incompetence, fraud and dishonesty
• Negligence or material breach of obligations to the company
• Deliberate harm to the company's reputation
• Material failure of risk management

Pay for performance link

The variable pay arrangements described above have various potential outcomes. These outcomes could be from zero (minimum) to the expected level of performance outcomes (target) to the maximum potential variable pay outcomes (maximum). In the illustrations presented alongside, it should be noted that:

• STI represents the cash component of short-term performance
• LTI represents the total award of performance vesting shares

Total remuneration potential for members of executive management for the year ended 30 September 2024

The above depiction mirrors the compensation of the CEO, expressed in annual terms. As reported in the previous remuneration report, this LTI vehicle is a bespoke conditional share award, associated with specifically agreed performance conditions over the period of service, directly aligned with the company turnaround and performance outcomes agreed with the board.

Executive service contracts

Senior executives are employed full-time under standard agreements, with a notice period of three months and retirement age of 63. We bind all senior executives by a restraint-of-trade agreement to protect Tiger Brands' interests (including trade secrets, confidential information and customer connections), and to prevent economic prejudice to Tiger Brands, including loss of clients and goodwill. To the extent that executives have access to proprietary business insights and intellectual property, Tiger Brands will enforce the agreement should they join a competitor. The restraint comprises a three-month notice period or three months' special leave (paid as a three-month lump sum based on guaranteed package on termination).

Sign on and specific retention payments

In exceptional circumstances (mainly for the recruitment and retention of critical and/or scarce talent), Tiger Brands will award a sign on/retention payment which will be subject to the following conditions:

• Employees remaining in the service of Tiger Brands as a permanent employee for an uninterrupted period of 24 months from date of the payment. Should the employee or Tiger Brands decide to terminate the employment relationship for any reason, excluding those listed below, before the expiration of 24 months, the employee will be required to repay Tiger Brands the full gross amount. There will be no pro rata refunds. Should Tiger Brands terminate the employment relationship because of operational reasons (for example, retrenchment or redundancy) or ill health, or if termination occurs as a result of death, the employee will not be required to repay Tiger Brands.

Payments on termination of employment

External board appointments

Under a formal policy, an executive is limited to one substantive outside directorship. The chairman of the Tiger Brands board and the nominations committee are required to authorise these appointments based on a recommendation from the CEO. Other than in respect of their appointment to the boards of associate companies, directors' fees under this policy may be retained by the individual. During the reporting period, none of the executive committee members had external directorships.

Non-executive directors

Fees and approval process

Non-executive directors are paid an annual retainer that reflects their overall contribution and input to the company, and not just for attendance at board and committee meetings. Fees are reviewed annually and increases are implemented in March after approval at the relevant AGM.

Benchmarking is conducted on an annual basis to benchmark these fees against South African companies listed on the JSE, based on market capitalisation, turnover and total assets. As these are similar metrics to that of the benchmark group for executive directors it was decided that from FY20, in line with King IV^TM and in terms of the current requirements of the organisation, a single comparator group be adopted for the non-executive directors and executive directors' remuneration benchmarking. The comparator group is detailed on here.

The special resolution relating to non-resident non-executive director fees did not achieve the requisite voting outcome (65,37%), with shareholders not having clarity on the basis for the non-resident NED fee premium to resident NED fees. Tiger Brands considered this feedback and commissioned an independent review and benchmarking of market practice and comparative non-resident NED fee approaches. Shareholders were engaged around this matter during 2024. The agreed approach is to implement a non-resident non-executive director fee premium range to allow for flexibility based on prevailing circumstances, augmented by shareholder engagement that create understanding of considerations that drive these fees, specifically comparative fee positions, local and domicile benchmarks, local and foreign market trends, NED skills and experience and consistency in practices.

Targeted remuneration for the 12-month period ended 29 February 2024 was determined through a fee benchmarking process against our selected comparator group. Non-resident non-executive directors are paid a premium in comparison to resident directors, as is common practice in our comparator group, as well as wider JSE companies with non-resident non-executive directors. Tiger Brands' premium for non-resident non-executive directors is well below the midpoint of both these comparator groups. The chairman does not receive any additional remuneration for participating in committees of the board. Non-executive directors who perform services outside the scope of their ordinary duties will not receive additional remuneration. Shareholder approval will be sought for increasing non-executive directors' fees, including fees paid for attending special board meetings. Details of proposed non-executive directors' fees effective from 1 March 2024 appear in the notice of AGM of shareholders to be held on 20 February 2025. Details of non-executive directors' fees paid in the review period appear here.

Voting statement

This remuneration policy is subject to a non-binding advisory vote by shareholders at the upcoming AGM.

Section 3: Implementation report

In this section of the remuneration report we explain the implementation of our remuneration policy, providing details of the remuneration paid to our executive directors and members of the executive committee for the financial year ended 30 September 2024.

Salary adjustments

In 2023, the remuneration committee approved a 5% annual increase effective December 2023. This excludes the negotiated increases for bargaining unit employees and targeted increases to reward exceptional performance, retain critical skills and execute day-to-day internal mobility practices, such as promotions, transfers and other deployments during the financial year.

2024 guaranteed package

The following increases to guaranteed packages were implemented in the reporting period for executive directors. New amounts were effective as indicated below:

¹ Tjaart Kruger was appointed 1 November 2023. The board performed an interim salary review and considering parity as well as personal performance, approved a 4,5% increase in his salary effective 1 April 2024
² Thushen Govender was appointed as CFO on 1 January 2024. His prior year compensation reflected here is relevant to his previous role

CEO contract extension

During September 2024, the board approved the extension of Tjaart Kruger's contract as CEO for a further three years from expiry of his current contract, up to 31 December 2028. The terms of this extension are as follows:

Mutual separation

The services of the previous CEO, Noel Doyle, terminated under a mutual separation agreement with the board. His exit was subject to various conditions, including that he remains bound by restraint of trade conditions for a period of six (6) months after his formal termination. Noel Doyle's services terminated on 31 March 2024.

The financial aspects of the mutual separation agreement included:

Outstanding long-term incentives were treated in terms of the rules of the scheme. Unvested share awards were reduced pro rata in relation to Noel Doyle's service period relative to the award period and shares shall vest according to the existing rules. There was no accelerated vesting of awards.

2024 short-term incentive outcomes

As indicated in the policy section, the STI for executive directors is based on the combination of a group performance factor and individual performance component.

Group performance factor

The group performance factor (80% overall weighting) for executive directors is weighted according to the table below. Results for FY24 were as follows:

Individual performance factor

The individual performance factor (20% overall weighting) for executive directors is weighted according to the table below. The results for FY24 were as follows:

Final outcomes for 2024

¹ Annual guaranteed package in rand as at 30 September 2024
² Actual group performance factor determined as: 65,82% x 80% = 52,66%
³ Actual personal performance factor determined as: CEO: 145% x 20% = 29% and CFO: 145% x 20% = 29%
⁴ Tjaart's STI is pro rated to 11 months as his start date was 1 November 2023

2024 long-term incentives

Awards made during FY24

In FY24, performance shares were awarded to executive directors, executive committee members, senior management and middle management.

Long-term incentive awards made during the year to executive directors are set out below:

Long-term incentive awards to executive directors for FY24

In accordance with the Tiger Brands 2013 share plan

¹ The personal performance multiplier is used to modify the standard quantum of performance shares and restricted shares, based on an individual's personal sustained performance and potential. This is a percentage ranging from 0% to 150%
² Allocated on 18 December 2023 at VWAP of R189,12

In accordance with the bespoke allocation of shares to Tjaart Kruger

¹ Allocated on 18 December 2023 at VWAP of R150,30 calculated for the 10-day period ending immediately prior to the announcement of Tjaart's appointment as CEO

LTI awards vesting or with a performance period ending in 2024

The outcome for awards due to vest in December 2024 and whose performance conditions ended by 30 September 2024, are shown below. This applies to all eligible participants.

Performance vesting shares granted in December 2021 and vesting in December 2024

Share appreciation rights granted in FY19 – third tranche

Targets	Weighting	Minimum target	Actual achievement	Performance outcome % vesting
Headline earnings per share (HEPS)	50%	9 074,60 cents		0%
Return on invested capital (ROIC)	50%	14,02%		0%
Total				0%

Current minimum shareholding summary

The CEO is not subject to the MSR policy by virtue of his contract term. The CEO is new to the role as a prescribed officer and will be disclosed in subsequent reports.

¹ GP as at 30 September 2024
² Value calculated with reference to the closing price of a Tiger Brands share as at 30 September 2024, i.e. R233,00
³ A three-year extension to reach MSR was provided to executives who were in service at time of the extension (May 2021)

Payments for termination of office

Payments made to Noel Doyle under the mutual separation agreement are disclosed on here of this report. As a result of the restructuring of the Tiger Brands executive committee, which commenced in December 2023, the positions of chief growth officer: Grains and chief growth officer: Consumer, became redundant. Yokesh Maharaj, chief growth officer: Grains exited the organisation as a result and was treated in accordance with our retrenchment policy.

Compliance with remuneration policy

There were no deviations from the remuneration policy in the financial year.

Single total figure of remuneration

The following tables disclose total remuneration received and receivable by executive directors and executive management for the period 1 October 2023 to 30 September 2024:

Executive directors

¹ FY22 performance shares awarded in December 2021 and will vest on 15 December 2024. The shares will vest at a multiple of 142,91%. Values indicative and based on the Tiger Brands closing share price on 30 September 2024 (R 233,00)

¹ FY21 performance shares awarded in December 2020 and vested on 4 December 2023
² FY22 performance shares awarded in December 2021 and will vest on 15 December 2024. The shares will vest at a multiple of 142,91%. Values indicative and based on the Tiger Brands closing share price on 30 September 2024 (R233,00)
³ Noel's departure was treated under specific mutual separation terms which included eligibility in accordance with Tiger Brands short-term incentives rules
⁴ See here for a breakdown of the termination payments made to Noel Doyle, as also disclosed in the FY23 report

Members of executive committee

Notes:
CXO2 resigned 29/2/2024
CXO4 retrenched 31/12/2023. Remuneration includes severance pay
CXO11 appointed 1 January 2023
CXO14 appointed 1 December 2022
CXO15 moved into CFO role on 01/01/2024. Previous role remuneration reflected up to date of promotion, see table here for remuneration as CFO
CXO16 appointed to Exco on 01/05/2024
CXO17 appointed to Exco on 01/02/2024
CXO18 appointed to Exco on 01/02/2024
CXO19 appointed to Exco on 01/02/2024
CXO20 appointed to Exco on 01/02/2024
CXO21 appointed to Exco on 01/02/2024; resigned 30/09/2024

Number and value of LTI share awards

Disclosure of the quantum and value of awards for the CEO and CFO outstanding at the beginning and end of the reporting period, as well as new awards made in the period (provided in the tables here), with the cash value of awards settled during the reporting period indicated in the value-based tables:

¹ Tjaart Kruger's share award is a bespoke conditional share award, associated with specifically agreed performance conditions over the period of service, to align with outcomes agreed with the board

¹ Thushen Govender was appointed as CFO on 1 January 2024

¹ As reported in the 2023 annual report, Noel Doyle stepped down as CEO and his services officially ended on 31 March 2024
² These amounts reflect the settled value of vested share awards
³ Number of shares x share price or expected value

¹  As reported in the 2023 annual report, Deepa Sita resigned as CFO and her services ended on 31 December 2023. All unvested awards have been forfeited

Interests of executive directors in B-BBEE schemes

Prior to his appointment as chief financial officer, TA Govender was awarded the following shares in terms of the Black Managers Trust Scheme:

DS Sita was awarded shares in terms of the Black Managers Trust Scheme during the financial year ended 30 September 2021.

Non-executive directors' remuneration 2024

The non-executive directors' remuneration paid for the year ended 30 September 2024 is disclosed below, excluding VAT in rand:

Notes
1. GA Klintworth resigned 31 May 2024.
2. CH Fernandez resigned 10 October 2023.